UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2016
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| (Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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c/o Ancora Advisors LLC 6060 Parkland Boulevard Cleveland, Ohio | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (216) 825-4000
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| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2016, Steven N. Bronson resigned as a director of Regional Brands, Inc. (the “Company”). Mr. Bronson’s resignation was not a result of any disagreement with the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective May 17, 2016, the Board of Directors of the Company (the “Board”) approved and adopted an amendment to the Amended and Restated By-Laws of the Company to reflect the new corporate name of the Company and the reduction in the size of the Board (the “By-Law Amendment”). The foregoing description of the By-Law Amendment is not complete and is qualified in its entirety by reference to the full text of the By-Law Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| 3.1 | | Amendment to the Amended and Restated By-Laws of the Company. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| May 18, 2016 | REGIONAL BRANDS INC. |
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| | By: | |
| | | Name: | Brian Hopkins |
| | | Title: | Chairman, Chief Executive Officer and President |
Exhibit Index
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| 3.1 | | Amendment to the Amended and Restated By-Laws of the Company. |
